Back to announcement
20260929_ANJT_Transaksi Material Tanpa Persetujuan RUPS_32161643_lamp2.pdf
Asset transaction Needs review ANJTSource file signed link, expires in 15 minutes
Extracted text 13
Page 1
INFORMATION DISCLOSURE TO SHAREHOLDERS
IN RELATION TO A MATERIAL TRANSACTION AND AN AFFILIATED TRANSACTION
PT AUSTINDO NUSANTARA JAYA TBK (THE "COMPANY")
This Information Disclosure is published in compliance with Financial Services Authority Regulation
No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities in
connection with the Transaction, which constitutes both a Material Transaction and an Affiliated
Transaction as referred to in Financial Services Authority Regulation No. 42/POJK.04/2020 concerning
Affiliated Transactions and Conflict of Interest Transactions.
The information contained in this Information Disclosure is important and should be read and
considered carefully by the shareholders of the Company. If you experience any difficulty in
understanding the information contained in this Information Disclosure or are uncertain in making a
decision, you are advised to consult a securities broker-dealer, investment manager, legal counsel,
public accountant or other professional adviser. The Board of Commissioners and the Board of
Directors of the Company, whether individually or collectively, are fully responsible for the
completeness and accuracy of all material information or facts contained in this Information Disclosure
and confirm that the information presented herein is true and that no material fact has been omitted
that would render any material information contained herein inaccurate and/or misleading.
Business Activities of the Company
Engaged in trading, services and plantation operations,
processing and trading of palm oil products
Domiciled in West Jakarta
Head Office
APL Tower, 28th Floor
Jalan Letnan Jenderal Siswondo Parman Kav. 28
Tanjung Duren Selatan Sub-district, Grogol Petamburan District
West Jakarta 11470
Telephone: (62-21) 2929 8888
Email: corsec@anj-group.com
Website: www.anj-group.com
This Information Disclosure is published in Jakarta on 29 September 2026.
Page 2
I. Definitions
Affiliate : The parties referred to in Article 1 point 1 of OJK
Regulation 42/2020, namely:
a. a family relationship by marriage or descent up to
the second degree, either horizontally or vertically;
b. a relationship between a party and an employee,
director or commissioner of such party;
c. a relationship between 2 (two) companies having 1
(one) or more common members of their boards of
directors or boards of commissioners;
d. a relationship between a company and a party that,
directly or indirectly, controls or is controlled by
such company;
e. a relationship between 2 (two) companies that are
controlled, directly or indirectly, by the same party;
or
f. a relationship between a company and a major
shareholder.
ASK or the Borrower : PT Adhitya Serayakorita, a limited liability company
established under the laws of the Republic of Indonesia
and the party receiving the loan facility under the Loan
Agreement.
IDX : PT Bursa Efek Indonesia (Indonesia Stock Exchange).
Board of Commissioners : The Board of Commissioners of the Company serving as
of the date of this Information Disclosure.
Board of Directors : The Board of Directors of the Company serving as of the
date of this Information Disclosure.
Loan Facility : A loan facility denominated in Rupiah in a maximum
principal amount of Rp2,000,000,000,000 (two trillion
Rupiah) provided by the Company to ASK under the
Loan Agreement.
Business Day : Any day other than a Saturday, Sunday or official public
holiday designated by the Government of the Republic of
Indonesia on which commercial banks are open for
business in Jakarta.
Information Disclosure : This information disclosure, together with any
amendments, supplements and/or updates thereto, if
any, prepared in compliance with OJK Regulation
17/2020 and other applicable capital market regulations.
2
Page 3
OJK : The Financial Services Authority of the Republic of
Indonesia.
Controlling Shareholder : First Resources Limited, as the party that directly and/or
indirectly controls the Company and ASK.
Independent Appraiser : Kantor Jasa Penilai Publik Tobing Panuturi dan Rekan,
as the independent appraiser providing the Fairness
Opinion on the Transaction.
Fairness Opinion Report or : Fairness Opinion Report No. 01162/2.0171-
Fairness Opinion 00/BS/01/0481/1/IX/2026 dated 23 September 2026
issued by the Independent Appraiser in connection with
the Transaction, as summarised in this Information
Disclosure.
Loan Agreement : Loan Facility Agreement No.
360/ANJ/LA/01.006/IX/2026 dated 25 September 2026
entered into between the Company as lender and ASK
as borrower.
Company, ANJT or Lender : PT Austindo Nusantara Jaya Tbk, a publicly listed limited
liability company established under the laws of the
Republic of Indonesia and domiciled in West Jakarta.
POJK 17/2020 : Financial Services Authority Regulation No.
17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities.
POJK 42/2020 : Financial Services Authority Regulation No.
42/POJK.04/2020 concerning Affiliated Transactions and
Conflict of Interest Transactions.
Transaction : The provision of the Loan Facility by the Company to
ASK under the Loan Agreement, which constitutes both
a Material Transaction and an Affiliated Transaction.
Affiliated Transaction : Any activity and/or transaction conducted by a public
company or a controlled company with an Affiliate of the
public company or an Affiliate of a member of the board
of directors, a member of the board of commissioners, a
major shareholder or a Controller, including any activity
and/or transaction conducted by a public company or a
controlled company for the benefit of an Affiliate of the
public company or an Affiliate of a member of the board
of directors, a member of the board of commissioners, a
major shareholder or a Controller.
3
Page 4
Material Transaction : Any transaction conducted by a public company or a
controlled company that meets the applicable value
threshold under OJK Regulation 17/2020.
II. Introduction
In compliance with OJK Regulation 17/2020, the Board of Directors of the Company hereby
announces this Information Disclosure to provide information to the shareholders of the Company
and the public in connection with the execution of the Loan Agreement between the Company as
the Lender and ASK as the Borrower (the "Transaction"), as further described in this Information
Disclosure.
The Transaction constitutes a Material Transaction as referred to in OJK Regulation 17/2020 and
also an Affiliated Transaction as referred to in OJK Regulation 42/2020. However, the Transaction
does not require approval from the General Meeting of Shareholders of the Company under OJK
Regulation 17/2020 and does not constitute a Conflict of Interest Transaction as referred to in OJK
Regulation 42/2020.
Pursuant to Article 33 letter a of OJK Regulation 17/2020, where a Material Transaction also
constitutes an Affiliated Transaction, the Company is only required to comply with the provisions
of OJK Regulation 17/2020. Accordingly, pursuant to Article 6 paragraph (1) of OJK Regulation
17/2020, the Company is required, among other things, to: (i) engage an Independent Appraiser
to provide a Fairness Opinion on the Transaction; (ii) announce an Information Disclosure
concerning the Transaction to the public; and (iii) submit the Information Disclosure and its
supporting documents to the OJK.
The Company has appointed Public Appraisal Services Office Tobing Panuturi dan Rekan as the
Independent Appraiser to provide a Fairness Opinion on the Transaction. Based on Fairness
Opinion Report No. 01162/2.0171-00/BS/01/0481/1/IX/2026 dated 23 September 2026, the
Independent Appraiser is of the opinion that the Transaction is fair.
The Transaction has undergone the procedures required under OJK Regulation 17/2020 and has
been carried out in accordance with generally accepted business practices. Accordingly, the
Company publishes this Information Disclosure as part of the fulfilment of its obligations under
OJK Regulation 17/2020.
III. Description of the Transaction
1. Object of the Transaction
The object of the Transaction is the provision of the Loan Facility by the Company to ASK
pursuant to the Loan Agreement executed on 25 September 2026. Under the Loan Agreement,
the Company provides ASK with a Loan Facility in a maximum principal amount of
4
Page 5
Rp2,000,000,000,000 (two trillion Rupiah), which may be drawn by ASK as required, subject
to the fulfilment of the conditions set out in the Loan Agreement.
2. Transaction Value and Materiality
The maximum value of the Transaction is Rp2,000,000,000,000 (two trillion Rupiah). Based on
the Company's Consolidated Financial Statements as of 30 June 2026, which were subject to
a limited review by the Public Accounting Firm Eddy Hutarso & Satria, as stated in its Limited
Review Report No. R00005/01/EDH/VIII/2026 dated 5 August 2026, the Company's total equity
amounted to Rp4,259,899,884,188 (four trillion two hundred fifty-nine billion eight hundred
ninety-nine million eight hundred eighty-four thousand one hundred eighty-eight Rupiah).
Accordingly, the maximum value of the Transaction represents 46.95% of the Company's total
equity and therefore meets the criteria for a Material Transaction as referred to in Article 3
paragraph (1) of OJK Regulation 17/2020.
3. Parties Involved in the Transaction
a. PT Austindo Nusantara Jaya Tbk as the Lender
The Company is a publicly listed limited liability company established under the laws of the
Republic of Indonesia and domiciled in West Jakarta. The Company's principal business
activities include other management consultancy activities, wholesale trading, oil palm
plantations and the related processing industry.
The shareholding composition of the Company as of 30 June 2026 is as follows:
Shareholder Number of Shares Shareholding Percentage
First Resources Limited 3,217,218,477 95.92%
Public 136,956,523 4.08%
Total 3,354,175,000 100.00%
The composition of the Board of Directors and the Board of Commissioners of the
Company as of the date of this Information Disclosure is as follows:
Board of Commissioners
President Commissioner Harianto Tanamoeljono
Independent Commissioner Dr. Sofyan A. Djalil, S.H., M.A.
Board of Directors
President Director Suhendro
Director Isen Henry Tjong
Director Hilman Lukito
b. PT Adhitya Serayakorita as the Borrower
ASK is a limited liability company established under the laws of the Republic of Indonesia
and domiciled in West Jakarta. ASK conducts business activities, among others, in the
5
Page 6
industrial and wholesale trading sectors, including the processing and/or refining of palm
oil and palm kernel oil.
The shareholding composition of ASK as of the date of this Information Disclosure is as
follows:
Shareholder Number of Shares Shareholding Percentage
PT Ciliandra Perkasa 184,422 95.75%
PT Fangionoperkasa Sejati 8,178 4.25%
Total 192,600 100.00%
The composition of the Board of Directors and the Board of Commissioners of ASK as of
the date of this Information Disclosure is as follows:
Board of Commissioners
Commissioner Bahadurin
Board of Directors
President Director Triyono Widodo
Director Isen Henry Tjong
Director Suprayogi
4. Nature of the Affiliation
The Company and ASK are Affiliates because both are under the same ultimate control, namely
First Resources Limited. First Resources Limited is the Controlling Shareholder of the
Company and indirectly controls ASK through its shareholding in PT Ciliandra Perkasa.
The affiliation also arises from the common membership of the Board of Directors of the
Company and ASK, namely Isen Henry Tjong, who serves concurrently as a Director of the
Company and a Director of ASK. Accordingly, the Transaction constitutes an Affiliated
Transaction under OJK Regulation 42/2020.
5. Key Terms of the Loan Agreement
The key terms of the Loan Agreement are as follows:
Term Description
Date and number of the Loan No. 360/ANJ/LA/01.006/IX/2026 dated 25
Agreement September 2026
Lender PT Austindo Nusantara Jaya Tbk
Borrower PT Adhitya Serayakorita
Type of facility Non-revolving loan facility denominated in
Rupiah
6
Page 7
Maximum facility amount Rp2,000,000,000,000 (two trillion Rupiah)
Purpose of use Financing of ASK’s operational activities and/or
working capital requirements, as well as other
purposes as may be approved in writing in
advance by the Company
Term and maturity date From the date of the Loan Agreement until 30
June 2031
Interest rate 8.50% (eight point five zero percent) per
annum on the outstanding principal amount of
the Loan
Default interest Any overdue payment of principal, interest or
other amounts due shall be subject to default
interest at the interest rate under the Loan
Agreement plus 2% (two percent) per annum
until paid in full
Security None
Restrictions on the Borrower Without the prior written consent of the
Company, ASK is, among other things,
restricted from: incurring additional
indebtedness that may materially impair its
repayment capacity; granting certain material
security or financial assistance; disposing of
material assets outside the ordinary course of
business; undertaking any material
restructuring that may affect its repayment
capacity; materially changing its principal
business activities; entering into non-arm’s
length affiliated transactions; and making
dividend payments under certain
circumstances.
IV. Rationale, Considerations and Benefits of the Transaction
The Company and ASK are members of the same business group and maintain a business
relationship within the palm oil product processing and trading value chain. ASK requires funding
to refinance its obligations and to support its working capital and operational requirements.
From the Company's perspective, the Transaction represents an optimisation of available funds,
while taking into account the Company's operational requirements, obligations, investment plans
and liquidity position. The provision of the Loan Facility also provides the Company with the
potential to earn additional interest income.
7
Page 8
The Transaction is expected to provide the following benefits to the Company, among others:
a. optimising the use of funds available to the Company;
b. generating additional interest income for the Company;
c. supporting the continuity of ASK's business activities, which have a business relationship with
the Company; and
d. improving the efficiency of coordination, monitoring and funding processes within the business
group.
Based on the analysis of the Independent Appraiser, the interest rate and the terms of the
Transaction are within a fair range. Accordingly, the Transaction with ASK as an Affiliate will
continue to be carried out in accordance with the principles of fairness and customary business
practices.
V. Reasons for Conducting the Transaction with an Affiliate Rather Than a Non-Affiliated Party
Conducting the Transaction with ASK as an Affiliate facilitates the coordination, documentation,
disbursement and monitoring processes in respect of the use of funds and the financial condition
of the Borrower.
Although the Transaction is conducted with an Affiliate, its terms and conditions have been
prepared with due regard to generally accepted business practices. The interest rate and the
material terms of the Loan Agreement have also been analysed by the Independent Appraiser to
determine the fairness of the Transaction.
Accordingly, the affiliation does not relieve the parties of their obligation to conduct the Transaction
fairly and in accordance with the principles of fairness and customary business practices.
VI. Impact of the Transaction on the Company's Financial Condition
Upon disbursement of the Loan Facility, the Transaction will result in a decrease in the Company's
cash and cash equivalents and an increase in receivables from a related party in the Company's
statement of financial position. During the term of the Loan Facility, the Company will earn interest
income based on the outstanding principal amount of the loan. Such interest income is expected
to contribute positively to the Company's revenue and profit.
The Transaction also exposes the Company to liquidity and credit risks, particularly the risk of
delay or inability of ASK to fulfil its principal and interest payment obligations. To mitigate these
risks, the Company has reviewed ASK's financial condition and projections and has included
information undertakings, restrictions, Events of Default and the Company's rights as the Lender
in the Loan Agreement.
8
Page 9
Based on the Independent Appraiser's analysis, the Transaction provides economic benefits and
added value to the Company and is not expected to have a materially adverse effect on the
Company's operations, financial condition or business continuity.
VII. Summary of the Independent Appraiser's Report
In connection with the Transaction, the Company has appointed the Independent Appraiser to
provide a Fairness Opinion on the Transaction. The following is a summary of the Fairness Opinion
based on Fairness Opinion Report No. 01162/2.0171-00/BS/01/0481/1/IX/2026 dated 23
September 2026 issued by the Independent Appraiser (the "Fairness Opinion Report").
1. Identity of the Independent Appraiser
Particulars Description
Kantor Jasa Penilai Publik Tobing Panuturi
Public Appraisal Services Office
dan Rekan
No. 2.20.0171 pursuant to Minister of
KJPP Business Licence
Finance Decree No. 387/KM.1/2020
OJK Registration No. S-815/PM.223/2021
Appraiser Signing the Report Lidia, S.T., M.M., MAPPI (Cert)
Appraiser Licence No. B-1.17.00481
OJK Registration Certificate No. KEP-642/KS.13/2026
MAPPI Membership Number No. 12-S-03723
No. 01162/2.0171-00/BS/01/0481/1/IX/2026
Report Number and Date
dated 23 September 2026
Fairness Opinion Date 30 June 2026
The Independent Appraiser has stated that, in carrying out its engagement and preparing the
Fairness Opinion Report, it acted independently, had no Conflict of Interest and was not
affiliated with the Company, ASK or any party involved in the Transaction.
2. Parties to the Transaction
The parties involved in the Transaction are:
a. the Company as the Lender; and
b. ASK as the Borrower.
3. Object of the Fairness Opinion
The object of the Fairness Opinion is the provision of the Loan Facility by the Company to ASK
pursuant to the Loan Agreement in a maximum principal amount of Rp2,000,000,000,000 (two
trillion Rupiah).
4. Purpose and Objective of the Fairness Opinion
9
Page 10
The purpose of the Fairness Opinion is to provide an opinion on the fairness of the Transaction
from an economic and financial perspective. The Fairness Opinion has been prepared for
capital market purposes in compliance with OJK Regulation 17/2020 in connection with the
Transaction, which constitutes both a Material Transaction and an Affiliated Transaction.
5. Assumptions and Limiting Conditions
In preparing the Fairness Opinion, the Independent Appraiser applied, among others, the
following assumptions and limiting conditions:
Assumptions
The assumptions used in preparing the Fairness Opinion include the following:
a. The Independent Appraiser has reviewed the documents used in the Fairness Opinion
process.
b. In preparing the report, the Independent Appraiser relied on the accuracy and
completeness of the information provided by the Company and/or data obtained from
publicly available information, other information and research deemed relevant by the
Independent Appraiser.
c. The Company represented that all material information relating to the Fairness Opinion
engagement had been fully disclosed to the Independent Appraiser and that no material
fact had been omitted.
d. The Independent Appraiser used financial projections before and after the Transaction, as
well as pro forma financial statements provided by the Company, which reflect the
reasonableness of the financial projections and the ability to achieve them (fiduciary duty).
e. The resulting report is available to the public, except for confidential information that may
affect the Company's operations.
f. The Independent Appraiser is responsible for the Fairness Opinion Report and the
conclusions set out therein.
g. The Independent Appraiser obtained information from the Company regarding the legal
status of the object of the Fairness Opinion.
h. The Fairness Opinion Report is intended for capital market purposes and compliance with
OJK regulations and is not intended for taxation purposes.
i. The Fairness Opinion was prepared based on market and economic conditions, general
business and financial conditions, and relevant Government regulations concerning the
Transaction as of the date of the Fairness Opinion.
j. In preparing the Fairness Opinion, the Independent Appraiser used certain assumptions,
including the fulfilment of all conditions and obligations by the Company and all parties
involved in the Transaction, and the accuracy of the information regarding the Transaction
disclosed by the Company's management.
k. The Fairness Opinion must be considered in its entirety. The use of any part of the analysis
or information without considering the other information and analyses as a whole may
10
Page 11
result in a misleading view or conclusion regarding the process underlying the Fairness
Opinion. The preparation of a fairness opinion is a complex process that may not be
adequately performed through an incomplete analysis.
l. The Independent Appraiser also assumed that, from the date of issuance of the Fairness
Opinion until the date of completion of the Transaction, no change would occur that would
have a material effect on the assumptions used in preparing the Fairness Opinion. The
Independent Appraiser is not responsible for reaffirming, supplementing or updating the
Fairness Opinion as a result of changes in assumptions or conditions, or events occurring
after the date of the report.
The limitations applicable to this engagement are as follows:
a. The Independent Appraiser did not conduct a due diligence review of the entities or parties
involved in the Transaction.
b. In conducting its analysis, the Independent Appraiser assumed and relied on the accuracy,
reliability and completeness of all financial and other information provided to it by the
Company or otherwise publicly available, which was assumed to be true, complete and
not misleading. The Independent Appraiser is not responsible for independently verifying
such information. The Independent Appraiser also relied on the representation of the
Company's management that it was not aware of any facts that would render the
information provided to the Independent Appraiser incomplete or misleading.
c. The Fairness Opinion analysis in respect of this corporate action was prepared using the
data and information disclosed above. Any change to such data or information may have
a material effect on the final outcome of the Fairness Opinion. Accordingly, the
Independent Appraiser is not responsible for any change in the conclusion of the Fairness
Opinion resulting from changes in such data or information.
d. The Independent Appraiser did not provide an opinion on the tax implications of the
Transaction. The services provided by the Independent Appraiser to the Company in
connection with the Transaction were limited to providing the Fairness Opinion on the
proposed Transaction and did not constitute accounting, audit or tax services. The
Independent Appraiser did not review the legal validity of the Transaction or its tax
implications.
e. The work performed by the Independent Appraiser in connection with the Transaction did
not constitute, and may not be construed as, a review or audit or the performance of
agreed-upon procedures on financial information. Such work was also not intended to
identify weaknesses in internal controls, errors or irregularities in financial statements, or
violations of law. Furthermore, the Independent Appraiser had neither the authority nor the
position to identify and analyse other transactions outside the existing corporate action
that may have been available to the Company or the effect of such transactions on this
corporate action.
11
Page 12
6. Approach and Methods of Analysis
In providing the Fairness Opinion, the Independent Appraiser conducted qualitative and
quantitative analyses of the Transaction, including:
a. an analysis of the business considerations applied by the Company in connection with the
Transaction in relation to the interests of the Company's shareholders;
b. an analysis of the fairness of the Transaction value;
c. an analysis of the background, rationale, benefits and risks of the Transaction;
d. an analysis of the historical financial condition and financial projections of the Company
and ASK;
e. an analysis of the Company's financial projections with and without the Transaction;
f. an analysis of the Company's pro forma financial statements after taking into account the
impact of the Transaction;
g. an analysis of the incremental impact or added value arising from the Transaction;
h. a sensitivity analysis of the assumptions used; and
i. an analysis of the fairness of the interest rate of the Loan Facility using data from
comparable companies and relevant financial indicators.
In analysing the fairness of the interest rate, the Independent Appraiser applied a regression
method to 8 (eight) comparable companies, taking into account similarities in industry and
relevant financial indicators. Based on this analysis, the interest rate of 8.50% per annum
applicable to the Loan Facility is within a fair range compared with the result of the comparable
interest rate analysis.
7. Fairness Analysis of the Transaction
Based on the qualitative analysis, the Transaction is expected to benefit the Company through
the optimisation of available funds, additional interest income and support for the continuity of
the business relationship between the Company and ASK.
Based on the quantitative analysis, the Transaction is projected to add value to the Company's
financial position, profit and cash flows over the projection period. ASK is also projected to have
the ability to meet its payment obligations under the Loan Agreement, subject to the risk that
the financial projections may not be achieved.
8. Conclusion of the Fairness Opinion
Based on the scope of work, assumptions, data and information obtained and used, and the
review of the financial impact of the Transaction as disclosed in the Fairness Opinion Report,
the Independent Appraiser is of the opinion that the Transaction is fair from an economic and
financial perspective.
This conclusion applies provided that there is no change having a material effect on the
Transaction. Such changes include, but are not limited to, changes in the Company's internal
12
Page 13
conditions or external conditions, including market and economic conditions, general business,
trade and financial conditions, and regulations of the Government of the Republic of Indonesia
and other relevant regulations after the date of issuance of the Fairness Opinion Report. If any
such change occurs after the date of issuance of the Fairness Opinion Report, the conclusion
regarding the fairness of the Transaction may differ.
VIII. Statements of the Board of Directors and the Board of Commissioners
The Board of Commissioners and the Board of Directors of the Company state that:
1. The Transaction constitutes both a Material Transaction and an Affiliated Transaction.
2. The Transaction does not involve a Conflict of Interest as referred to in OJK Regulation
42/2020.
3. The statements, information and facts contained in this Information Disclosure are not
inaccurate or misleading, and this Information Disclosure contains all material information or
facts necessary for the shareholders of the Company to make an informed decision.
IX. Additional Information
Shareholders of the Company who require additional information in connection with the
Transaction may contact the Company on any Business Day during business hours at the following
address:
PT Austindo Nusantara Jaya Tbk
APL Tower, 28th Floor
Jalan Letnan Jenderal Siswondo Parman Kav. 28
Tanjung Duren Selatan Sub-district, Grogol Petamburan District
West Jakarta 11470
Telephone: (62-21) 2929 8888
Email: corsec@anj-group.com
Website: www.anj-group.com
13
Names mentioned 0 people and organisations named in the text · linked when the evidence is strong
The name pass has not read this document yet.
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
1163 ms
29 Sep 2026 11:30
missing: transaction_date, object_text
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}